Exhibit 5

                                November 5, 1997

Board of Directors
Atlantic Premium Brands, Ltd.
650 Dundee Road, Suite 370
Northbrook, Illinois  60062

Ladies & Gentlemen:

                  This firm has acted as counsel to Atlantic Premium Brands,
Ltd. (the "Company"), a Delaware corporation, in connection with its
registration, pursuant to a registration statement on Form S-8 filed on or about
the date hereof (the "Registration Statement"), of 250,000 shares (the "Shares")
of Common Stock, par value $.01 per share, of the Company ("Common Stock"),
issued or issuable under the Atlantic Premium Brands, Ltd. Employee Stock
Purchase Plan (the "Plan"). This letter is furnished to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with such registration.

                  For purposes of this opinion, we have examined copies of the
following documents:

                  1.       An executed copy of the Registration Statement.

                  2.       A copy of the Plan, as certified by the Secretary of
                           the Company on the date hereof as being complete,
                           accurate and in effect.

                  3.       The Certificate of Incorporation of the Company, as
                           amended, as certified on October 24, 1997 by the
                           Secretary of State of the State of Delaware and as
                           certified by the Secretary of the Company on the date
                           hereof as being complete, accurate and in effect.

                  4.       The Amended and Restated Bylaws of the Company as
                           certified by the Secretary of the Company on the date
                           hereof as being complete, accurate and in effect.

                  5.       Resolutions of the Board of Directors of the Company
                           adopted on October 8, 1997, as certified by the
                           Secretary of the Company on the



                           date hereof as being complete, accurate and in
                           effect, relating to, among other things, approval of
                           the Plans.

                  6.       A certificate of the Secretary of the Company, dated
                           November 5, 1997, as to certain facts relating to
                           the Company.

                  For purposes of rendering this opinion, we have not, except as
specifically identified above, made any independent review or investigation of
factual or other matters, including the organization, existence, good standing,
assets, business or affairs of the Company. In our examination of the aforesaid
certificates, records and documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents and the conformity to authentic original documents of all documents
submitted to us as copies (including telecopies). We also have assumed the
accuracy, completeness and authenticity of the foregoing certifications (of
public officials, governmental agencies and departments and corporate officers)
and statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion is given in the context of the foregoing.

                  This opinion is based as to matters of law solely on the
General Corporation Law of the State of Delaware, as amended, and we express no
opinion as to any other laws, statutes, regulations, or ordinances, including
without limitation any federal or state tax or securities laws or regulations.

                  Based upon, subject to, and limited by the foregoing, we are
of the opinion that the Shares, when issued and delivered in the manner and on
the terms contemplated in the Registration Statement and the Plan (with the
Company having received the consideration therefor, the form of which is in
accordance with applicable law), will be validly issued, fully paid and
non-assessable.

                  We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this letter, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.

                                                Very truly yours,

                                                HOGAN & HARTSON  L.L.P.

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